I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above:
[ ] Merger
[x] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a Business Development Company (Note:
Business Development Companies answer only questions 1 through 10 of
this form and complete verification at the end of the form.)
2. Name of fund: ALEXANDER HAMILTON VARIABLE INSURANCE TRUST
3. Securities and Exchange Commission File No.: 811-8682
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street,
City, State, Zip Code):
100 North Greene Street, Greensboro, North Carolina 27401
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Shari J. Lease
Vice President and Counsel
Jefferson Pilot Financial
One Granite Place
Concord, New Hampshire 03301
(603) 226-5105
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]
Jefferson Pilot Investment Advisory Corporation
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One Granite Place
Concord, New Hampshire 03301
Contact: Mark Landry
(603) 226-5656
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO
MAINTAIN AND PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1
AND 31A-2 FOR THE PERIODS SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[x] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (E.G., Delaware,
Massachusetts):
Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Investment Adviser:
Alexander Hamilton Capital Management, Inc.
100 North Greene St.
Greensboro, North Carolina 27401
J.P. Morgan Investment Management, Inc.
522 Fifth Avenue
New York, New York 10036
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116
Warburg, Pincus Counsellors, Inc. (now known as Warburg Pincus Asset
Management, Inc.)
466 Lexington Avenue
New York, New York 10017
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Strong Capital Management, Inc.
P.O. Box 2936
Milwaukee, WI 53201
Lombard Odier International Portfolio Management Limited
Norfolk House, 13 South Hampton Place
London, WC1A2AJ, UK
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Not applicable.
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
Not applicable.
(b) Trustee's name(s) and address(es):
Not applicable.
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[x] Yes [ ] No
If Yes, for each UIT state:
Name(s): Alexander Hamilton Variable Annuity Separate Account
File No.: 811-8374
Business Address: 100 North Greene St., Greensboro, NC 27401
Name(s): Jefferson-Pilot Separate Account A
File No.: 811-02188
Business Address: 100 North Greene St., Greensboro, NC 27401
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[x} Yes [ ] No
If Yes, state the date on which the board vote took place:
November 4, 1997 [This vote consisted of approval of the filing
of Form N-8F once all shares had been redeemed pursuant to an
<PAGE>
Order Approving Substitutions and Granting Exemptions issued by
the SEC, which Order was issued on November 5, 1997.]
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[ ] Yes [x] No
If Yes, state the date on which the shareholder vote took place:
If No, explain: The insurance companies and their separate
accounts which invested in the fund obtained an Order Approving
Substitutions and Granting Exemptions from the SEC effective
November 5, 1997 which allowed them to redeem their shares in
the fund and invest in different funds without shareholder
approval.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
December 5, 1997 and December 12, 1997
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[x] Yes [ ] No
(d) If no to (b) or (c) above, describe the method of distributions
to shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[x] Yes [ ] No
If Yes, indicate the percentages of fund shares owned by
affiliates, or any other affiliation of shareholders:
International Equity Fund: 100% (20.07% was owned by a registered
separate account that could be considered an affiliate. The
remaining 79.93%
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was owned by affiliates.)
Emerging Growth Fund: 100% (34.71% was owned by registered
separate accounts that could be considered affiliates. The
remaining 65.29% was owned by affiliates.)
Growth Fund: 100% (36.73% was owned by registered
separate accounts that could be considered affiliates. The
remaining 63.27% was owned by affiliates.)
Growth & Income Fund: 100% (14.40% was owned by a registered
separate account that could be considered an affiliate. The
remaining 85.60% was owned by affiliates.)
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
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(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
<TABLE>
<S> <C> <C>
(i) Legal expenses: $16,995 (These expenses were
incurred in connection with the
Application for an Order Approving
Substitutions and Granting
Exemptions.)
(ii) Accounting expenses: None
(iii) Other expenses (list and identify separately): None
(iv) Total expenses (sum of lines (i)-(iii) above): $16,995
</TABLE>
(b) How were those expenses allocated?
Legal expenses were allocated to Jefferson Pilot Financial
Insurance Company.
(c) Who paid those expenses?
Jefferson Pilot Financial Insurance Company
(d) How did the fund pay for unamortized expenses (if any)?
Not applicable.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [x] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number
<PAGE>
and date the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-_____
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Alexander Hamilton Variable Insurance Trust, (ii) he or she is
the President of Alexander Hamilton Variable Insurance Trust, and (iii) all
actions by shareholders, directors, and any other body
<PAGE>
necessary to authorize the undersigned to execute and file this Form N-8F
application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
(Signature)
/s/ E. Jay Yelton
-----------------
E. Jay Yelton
